Constitution

Article 1: Name

The name of this organization shall be the University of Massachusetts Dartmouth Alumni Association, Inc., hereinafter called the "Association."

Article 2: Objectives

The general objectives for which the Association is formed shall be exclusively scientific, educational, and charitable within the meaning of Sec. 501 (c) (3) of the Internal Revenue Code of 1986. The objectives shall be effectuated through a non-profit organization dedicated to promoting the welfare, interest, and excellence of the University of Massachusetts Dartmouth by the following means:

• Section 1
  By promoting and advancing the general well-being of University of Massachusetts Dartmouth (hereinafter called the "University") by fostering the interest of the alumni and other individual groups.
• Section 2
  By providing all services to the alumni that are legally permissible by a tax-exempt organization under applicable law.
• Section 3
  By raising funds for the benefit of the University and/or the Association.
• Section 4
  By fostering and strengthening a mutually helpful relationship among the alumni, the faculty, the student body, the administration, and the University.

Article 3: Membership

The Association shall have two categories of members:

1. Voting Members.
   All graduates of the University or any of its predecessor institutions and former students thereof, not currently enrolled as undergraduates and who have maintained the requirements as may be provided in the By-laws, shall be voting members of the Association and shall have all the full rights and privileges set forth in the Constitution and the By-laws.
2. Non-voting Members.
   The Association shall have such types of non-voting members as described in the By-laws.

Article 4: Board of Directors

• Section 1
  The Board of Directors shall transact the business of the Association and shall consist of...
  • Twenty-one (21) members, of whom seven (7) shall be elected annually for a term of three (3) years, not to exceed two (2) consecutive terms without a break in service of one year.
  • Three (3) members, one whom shall be appointed each year by the president of the Alumni Association, each for a term of three years, not to exceed two (2) consecutive terms without a break in service of one year.
  • The representative from the University of Massachusetts Dartmouth Foundation Board of Directors shall serve as ex officio member with full voting rights and privileges for the duration of his/her term.
  • The president of the senior class or his/her designee serve as an ex officio member with full voting rights and privileges.
• Section 2
  The duties of the Board of Director are those set forth in the By-laws.

Article 5: Nominations and Elections

• Section 1
  There shall be a Nominating Committee that shall consist of at least three (3) voting members of the Alumni Association Board of Directors, said director not being a candidate for reelection to the Board, and other active members of the Association, for a maximum committee of Five.
• Section 2
  The Nominating Committee shall submit, in writing, to the Board of Directors, at least three (3) months before the end of each fiscal year, a list of no fewer than eight (8) voting candidates from which six (6) shall be elected to the Board of Directors.
• Section 3
  Additional candidates for any Board position may be nominated by a petition signed by twenty-five (25) or more voting members. To appear on the ballot, these nominations must be filed with the secretary at least three (3) months prior to the end of the fiscal year.
• Section 4
  All voting members will be eligible to vote for directors according to procedures set forth in the By-laws.

Article 6: Amendments

• Section 1
  The Constitution shall be amended by letter ballot only and by a plurality of votes cast by voting Members.
• Section 2
  Amendments may be proposed by either the Board of Directors or by a petition signed by at least twenty-five (25) voting members and sent to the Board of Directors for action.
• Section 3
  The Constitution shall be reviewed completely every five (5) years after adoption and may be revised at any time whenever necessary in accordance with the procedure established in Sec.1.

Article 7: Indemnification

The Association shall indemnify a director of the Board of Directors of the Association against loss by reason of the liability to pay damages to a party for any claim arising out of any official judgment, decision, or conduct of said director; provided that the said director acted in good faith and without malice; and provided further, that the defense or settlement of such claim shall have been made by an attorney employed by the governing board of said Association.

Article 8: Dissolution

Upon any dissolution or termination of the existence of the Association, all of its property and assets shall, after payment of the lawful debts of the Association and the expenses of its dissolution or termination, by delivered, conveyed, and paid over to the University of Massachusetts Dartmouth, North Dartmouth, Massachusetts, or its successor, to be used exclusively for charitable, scientific, or educational purposes within the meaning of the Internal Revenue Code of 1986.

The effective date of the Amended Constitution is July 1, 2004.
Revised in March 2004.